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ATTACHMENT 5 <br />[SELLER'S][BUYER'S] CLOSING CERTIFICATE <br />For valuable consideration, receipt of which is acknowledged, <br />[IF SELLER: Insert HCP, Met Life or SCOA, as <br />applicable] [IF BUYER: Insert City] ("[IF SELLER: Met Life/HCP/SCOA] [IF BUYER: <br />City]"), hereby certifies to the [IF SELLER: City of Redwood City, a municipal corporation <br />("City")] [IF BUYER: HCP LS Redwood City, LLC, Metropolitan Life Insurance Company, <br />and Seaport Centre Owner's Association (each, a "Seller")], that all representations and <br />warranties made by [IF SELLER: Insert HCP, Met Life or SCOA, as applicable, in its <br />capacity as one of the Sellers,] [IF BUYER: City] in Section _ of the Purchase Agreement <br />(the "Purchase Agreement") dated , 20 , between HCP LS Redwood City, <br />LLC, Metropolitan Life Insurance Company, and Seaport Centre Owner's Association and City <br />are true and correct on and as of the date of this Certificate, except as follows: <br />[IF SELLER: Insert HCP, Met Life or SCOA, as applicable] is not making any <br />certifications on behalf of either of the other Sellers.] <br />This Certificate is executed by [IF SELLER: Insert HCP, Met Life or SCOA, as <br />applicable] [IF BUYER: City] and delivered to City pursuant to the Purchase Agreement. <br />Dated: <br />SELLER: <br />a_ <br />By: <br />Its: <br />By: _ <br />Name: <br />Title: <br />[signature must be notarized) <br />OAK #4819-4834-1908 v20 Attachment 5 to Exhibit C <br />